REGULATION FD DISCLOSURE
On January 21, 2020, Zymeworks issued a press release announcing the filing of a preliminary prospectus supplement in connection with the issuance and
sale of 4,924,729 of the Companys common shares and in lieu of common shares, to a certain investor, pre-funded warrants to purchase up to 1,075,271 common shares (the Offering), which was
filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com (the Launch Press Release). Additionally, on January 22, 2020,
Zymeworks issued a press release announcing the pricing of the Offering, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR (the Pricing Press Release). On January 24, 2020, copies of the Launch
Press Release and the Pricing Press Release were furnished to the Securities Exchange Commission (the SEC) on a Form 8-K.
Subsequently, on January 27, 2020, Zymeworks issued a press release announcing the closing of the Offering and the exercise in full of the
underwriters over-allotment option to purchase 900,000 additional shares, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR (the Closing Press Release). A copy of this press release is attached
as Exhibit 99.1 hereto.
The information provided under this Item (including Exhibit 99.1, attached hereto) shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On January 27, 2020, Zymeworks filed a material change report regarding the launch, pricing and closing of the Offering, as described in the Launch Press
Release, the Pricing Press Release and the Closing Press Release with the Canadian securities regulatory authorities. A copy of this material change report is attached as Exhibit 99.2 hereto.
A copy of the opinion of Blake, Cassels & Graydon LLP relating to the legality of the securities issuable under the underwriting agreement (filed as an
Exhibit to Zymeworks Current Report on Form 8-K filed on January 24, 2020) is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into Zymeworks automatic shelf registration
statement on Form S-3ASR (No. 333-234517) previously filed with the SEC.
FINANCIAL STATEMENTS AND EXHIBITS